Agenda Q1 15

AGENDA FOR MEETING NO 2015/16-01 OF THE BOARD OF DIRECTORS OFJHARKHAND INFRASTRUCTURE DEVELOPMENT CORPORATION LTD. (JINFRA) SCHEDULED TO BE HELD ON 25th JUNE 2015, AT 3:00 PM IN THE OFFICE OF CHIEF SECRETARY, GOVERNMENT OF JHARKHAND, AT FIRST FLOOR OF PROJECT BUILDING, DHURWA, RANCHI, JHARKHAND

Item No.Particulars

01.To elect the Chairman of the Meeting and Ascertainment of Quorum.

02.To grant leave of absence.

03.Confirmation of the minutes of previous Board meeting held on 31st March, 2015.

04Action Taken Report of the last Board Meeting.

05Appointment of Mr. Hirendra Nath Jha as Additional Director

06A. Discussion on Ongoing ProjectsB. Discussion on Projects in Pipeline

07To consider and approve the Financial Statements along with Draft Auditors Report for the Year ended March 31, 2015.

08To Change In Authorized Signatory of the Bank

09To approve the payment of Dividend for FY 2014-2015 and to consider and approve the Transfer of Profits to Reserves.

10To consider appointment of Statutory Auditors for FY 2015-16 at ensuing AGM.

11To consider appointment of Tax Auditors for FY 2015-16 at ensuing AGM.

12To consider appointment of Internal Auditors for FY 2015-16.

13To take note of the Directors who retire by rotation at the ensuing Annual General Meeting of the Company.

14Appointment of Mr. Hirendra Nath Jha as Director at ensuing AGM.

15To consider and approve the draft Directors Report and to authorize issuance thereof.

16To consider and approve the draft notice for convening the 9th Annual General Meeting of the Company.

17To take note of Compliance Report for the quarter ended 31 March, 2015.

18To take note of Annual Disclosure of Interest given by Directors.

19Any other Matter with the permission of the Chair.

ITEM NO. 01Memorandum:

Re: Chairman of the Meeting and ascertainment of Quorum:

Mr. Rajiv Gauba, IAS, Chief Secretary, Government of Jharkhand, will be welcomed by the members of the Board to Chair the Meeting.

Chairman will confirm to the Board that quorum for the Meeting is present


Re: Leave of absence:

Leave of absence may be granted to the member(s) of the Board who are not attending the meeting and requested for leave.


Re: Approval of the minutes of previous Board Meeting

The minutes of the previous Board Meeting held on 31.03.2015 is enclosed herewith as an Annexure I. The Board is requested to confirm the minutes of the previous Board Meeting


Action Taken Report of the last Board Meeting

Action taken on the decisions of the last Board Meeting is as follows:Sl NoDecision of the Last Board MeetingAction Taken by the Company

1Take note of Vacation of office of Director Mr. Sudip DattaE-form DIR-12 has been filed with ROC

ITEM No. 5Memorandum:Re: Appointment of Mr. Hirendra Nath Jha as Additional DirectorManaging Directors shall apprise the Board that consequent to vacation of office of Mr. Sudip Datta, following is the composition of Board of Directors.Name Designation

Radheyshyam Poddar, IAS- Nominee JIIDCODirector

Himani Pande, IAS - Nominee JIIDCODirector

Dipankar Panda - Nominee JIIDCODirector

Shashi Shankar - Nominee IL&FSManaging Director

Anurag Srivastava - Nominee IL&FSDirector

IL&FS has nominated Mr. H.N. Jha as Director on the Board of the Company. Mr. H.N. Jha has also submitted his consent to act as director, if so appointed on the Board of the Company.Board members shall be requested to appoint Mr. H. N. Jha as an Additional Director of the Company.

ITEM No. 6Memorandum:A.Re: Review and Discussion on Ongoing Projects

Managing Directors will apprise the Board on current status of the projects, and discussion may be called by the Chairman on the following ongoing projects:Sl. NoProjectsCurrent StatusWay ForwardEstimated target for completion

1Rural Roads under PMGSYDPR for Roads: 1. Total Mandated Length: ~2076 km.2. Approx. 100% of the road DPR has been prepared and approved by NRRDA.3. Bidding in process. For more than 1350 km, Contracts Awarded. DPR for Bridges 1. Total Mandated: 200 Nos.2. DPR prepared and approved by NRRDA: 181 nos. rest dropout or constructed under other schemes.3. Bidding in process. For more than 91 nos, Contracts awarded. Approval of balance DPR for Bridges by NRRDA. Assistance in selection of Contractor by JSRRDA.

Sept, 2015

2Development of Silk Park at Kharsawan under ASIDE Draft DPR submitted. Bid Process in Progress.

Issue of LoI Signing of Contract Agreement is expected by July 2015.June 2015

3Development of Silk Park under ASIDE at Ranchi. LoI issued to successful bidder.

Signing of Contract Agreement is expected by June 2015.Project Closed

4Operation, Maintenance and Management of MESO 14 Hospitals and 30 Schools RFP document submitted for re-bidding for Selection of suitable private sector player/s for upgradation, operation, maintenance and management of 14 MESO Hospitals and 30 Schools. Issuance of NIT Proposal submission by private players Bid evaluation Selection of suitable PSPsDecember 2015

5Municipal Solid Waste Project at Ranchi Bids received. Evaluation of Bid

Issuance of LoI to successful bidder. Signing of Agreement with successful bidder is expected by June 30, 2015.June 30, 2015

6Integrated Area Development Project on around 234 acres at Adityapur and development of IT Park/SEZ at Adityapur1. Master planning completed.2. Demand Assessment for IT Park & EMC at Adityapur: completed.3. Draft Feasibility report submitted to AIADA.

Final Feasibility Report. Project marketing Formation of SPV. Bid process management to select suitable Developer(s).September 2015

7Development of Electronics Manufacturing Cluster at Adityapur Final DPR submitted to DeitY in February 2015 for grant of final approval. SCC Meeting scheduled on 11th June 2015 for grant of final approval to the project. Final Approval by DeitY in June 15. Project Marketing underway. Formation of SPV for project development and Operation & Maintenance. Bid process management for selection of developer(s).September 2015

8Development of Trade Centre under ASIDE at Deoghar. Lately it was informed by the District Administration that part of the identified GM/Gochar land for the Project has already been settled and cannot be transferred for the Project. Alternate site is suggested by the District Admn. Joint Site Visit with DC Deoghar completed & found suitable. DPR is to be re-worked due to change of site. It is envisaged that an additional cost shall be involved in carrying out site survey, field investigations & master planning for the new site. Request letter has been forwarded to the Directorate to bear the additional cost as per actual. Preparation and submission of revised DPR. Issuance of NIT Proposal submission by private players Bid evaluation Selection of suitable PSPsSeptember 2015

9Selection of Distribution Franchisee for 7 Cities in Jharkhand EoI Published on 08.05.2015 Pre-Bid meeting Held on 25.05.2015 & was attended by all the major players in this field. Received 12 EoI from National DF Players. Evaluation of EOI Applications Baseline Data collection from each ESS Audit by CAG / CAG empanelled auditor. Finalization of RFP Documents including approval of Reserve benchmark price Project Structuring & bidding process. December 2015.

10Development of Inspection Bungalows in Jharkhand through PPP Re-valuation of land prices at 13 IB locations completed Draft RFB document and draft NIT being finalized to initiate bidding process. Issuance of NIT Proposal submission by private players Bid evaluation Selection of suitable PSPsSeptember 2015

11Tourism Projects Bidding process over for 12 out of 15 facilities. Agreement signed for 9 facilities. Agreement for Daltonganj Tourism Complex could not be entered owing to the fact that the Project Facility has not yet handed over by the Contractor to JTDCL. Decision to be taken up by JTDCL with respect to 6 facilities (including 4 which Jharcraft decided to drop). JTDCL has decided to do the bidding process on its own for 4 of the facilities for which Jharcraft decided to drop. Re- Bidding process for balance 2 facilities.September 2015

12Development of HWMF at Adityapur. Environmental Clearance issued by SEIAC. Received two eligible bids. Submitted Bid Evaluation Report to AAC. Land transfer from Revenue Dept. to AIADA under way. Issuance of LoI to successful Bidder Signing of Concession Agreement with selected bidder.July 2015

13Upgradation, Operation, Maintenance and Management of Industrial Training Institutes (ITIs) RFP floated for 37 ITIs in five rounds 6 ITIs bid out in Round I 14 ITIs in Round II and 4 ITIs in Round III Agreements signed for 20 ITIs of Round I and Round II so far LOI issued for 4 ITIs in Round III Round IV received bids for 2 ITIs. However, the bids were non-responsive hence rejected Round V for 13 remaining ITIs held in June 2014 Suggested changes by department has been incorporated in Bid Documents and submitted to initiate bidding process / CSR Route. Signing of Agreement with Round III bidders who had been issued LOIs for 4 ITIs. Bidding for remaining 13 in Round V completed. Bids received for 5 out of these 13 ITIs and Financial Bid for them opened in October 2014. LOI not issued as decision pending from Department. For Round III and Round V: April 2015.

14Development of Multispecialty Hospital at Tupudana, Ranchi. NIT issued. Project Marketing under way. Bid process management for selection of developer(s).Sept 2015

15Mega Industrial Growth Centre at Barhi.1. Draft RFP based on revised project structure has been submitted to RIADA for approval.2. Awaiting approval of the RFP for re-bidding from RIADA. Approval of RIADA/ GoJ on RFP Issuance of NIT Submission of proposal by the Bidder Evaluation of Bid Selection of preferred Bidder Signing of AgreementSept 2015

16Development of Hirak Road from Patratu to Rajganj on NH 2 (length: of 135 km approx.) to 2/4 lane facility on PPP.1. Inception Report Submitted2. Field Survey & Investigations completed.3. Awaiting approval of alignment from SHAJ/CCL.4. Feasibility report under preparation. Draft FSR, VGF Application & bid documents. Bid Process Management. Selection of Bidder & signing of CA.Dec 2015

17Comprehensive Operation & maintenance of Hatgamharia - Noamundi Baraiburu (upto Karo Crossing) Section of SH 4.1. Inception Report Submitted.2. Draft Feasibility report submitted. 3. Awaiting approval of the draft report from SHAJ. Project on holdDec 2015

18Road Prioritisation Study for development of SH/MDR.1. Vision Document cum Road Prioritisation Study Report submitted in Oct 2013.2. Awaiting approval of Draft Report from SHAJ. Submission of final report.July 2015

19Infrastructure Gap Assessment and Upgradation for RIADA1. DPR for the Infrastructure Upgradation at Tupudana Ind. Area submitted to DIPP, Govt. of India in Dec 2014 for final approval.2. Appraisal completed, Approval of DPR by DIPP, Govt. of India. Bidding for implementation of the projects. September 2015

20PMC for STPI at Ranchi, Dhanbad, Jamshedpur and Deoghar1. Review Report for Design and Cost Estimates, QAP and Bidding Document Submitted for STPI at Adityapur & Sindri to DoIT.2. TS obtained for both projects.3. Awaiting approval of Bidding Document from DoIT. Awaiting Administrative approval of STPI Adityapur & Sindri, Dhanbad. E-Bidding to be initiated for selection of contractor.September 2015

A. Re: Discussion on Projects in Pipeline:Managing Directors will apprise the Board on following projects in pipeline. Sl. NoProjectsDepartmentCurrent Status

1Re-development of Sainik Market at Ranchi.Sainik Kalyan Nideshalay Proposal submitted. Presentation made in State Management Committee under chairmanship of Honble Governor, Govt. of Jharkhand on 5th Feb 2015

2Development of IT Park/ SEZ at RanchiDepartment of Information Technology Proposal submitted Awaiting approval of proposal and signing of Agreement.

3Up-gradation, Operation, Maintenance and Mgmt. of Polytechnics Institutes on PPP. Department of Science and Technology Proposal submitted

4Development of Eco cum Amusement Park on PPP at Getalsud & Chandil Dam Site.Water Resource Department Proposal submitted

5Development of District Centre at Bokaro on PPP.Zila Parishad, Bokaro Proposal submitted


Re: To consider and approve the Financial Statements along with Draft Auditors Report for the Year ended March 31, 2015.The Draft Financial Statements along with the Draft Auditors Report thereon of the Company for the year ended March 31, 2015 is enclosed as Annexure II to this MemorandumThe Board is requested to review and approve the foregoing and authorize any two Directors of the Company Including the Managing Director of the Company to sign the Financial Statements for and on behalf of the Board.Accordingly, the following resolution is proposed to be passed:RESOLVED THAT the draft Balance Sheet as at March 31, 2015, the Profit and Loss Account and schedules thereon with Cash Flow Statement for the year ended March 31, 2015 be and are hereby approved.

RESOLVED FURTHER THAT the draft Balance Sheet, Profit and Loss Account and schedules thereon with Cash Flow Statement mentioned above be signed on behalf of the Company by any two Directors of the Company, one of whom shall be the Managing Director of the Company.

RESOLVED FURTHER THAT the Balance Sheets, Profit and Loss Accounts and schedules thereon with Cash Flow Statements thereon duly authenticated be forwarded to the Statutory Auditors of the Company for their report thereon.

ITEM NO. 8Memorandum : Re: To Change In Authorized Signatory of the Bank.

RESOLVED THAT in suppression to the resolutions submitted earlier with Bank, regarding Mode of operation of Account maintained in the name of Company, the Company hereby modifies the mode of operation of the account to be operated by only by 3 Directors of the Company namely,

Mr. Shashi Shankar.Mr. Anurag Srivastava Mr. Hirendra Nath jha

And the bank be instructed to honour all cheques, promissory notes and other orders drawn by and all bills accepted on behalf of the Company whether such account be in credit or overdrawn and to accept and credit to the account of the Company all moneys deposited with or owing by the bank on any account or accounts at any time or time kept or to be kept in the name of the Company and the amount of all cheques notes bills, other negotiable instruments, orders or receipt provided they are endorsed/signed by Mr. Shashi Shankar, Mr. Anurag Srivastava, Mr. Hirendra Nath Jha on behalf of the Company and such signature shall be sufficient authority to bind the Company in all transactions between the Bank and the Company including those specifically referred to herein.

ITEM NO. 9Memorandum :

Re: To approve the payment of Dividend for FY 2014-2015 and to consider and approve the Transfer of Profits to Reserves.

(A)Dividend for FY 2014-15:1. The Company had not paid any dividend for FY 2013-14. 2. The Company has made profit of Rs 19, 89,920.00 in the FY 2014-15.3. After considering the profits of the Company, it is proposed to recommend the dividend for FY 2014-15 for the approval of the Members of the Company in their ensuing Annual General Meeting and to fix the record date for payment of dividend and to pay dividend to those members whose names appeared on the Register of Members on the record date fixed as aforesaid4. The payout ratio at varying levels of dividend rates for FY 2014-15 is provided below considering estimated Profit After Tax as Rs 19,89,920.00 (%) Amount including DDT (In Rs) Payout % 25 1, 50,450 7.56%50 3, 00,90015.12%100 6, 01,80030.24%5. The Board is requested to :a. consider and recommend declaration of dividend on equity shares for the year ended March 31, 2015 subject to the approval of the Members at their ensuing Annual General Meetingb. Approve opening of a separate bank account, pursuant to Section 123 of the Companies Act, 2013, with HDFC Bank Limited, Main Road Branch, Ranchi, in the name and the style of JINFRA Equity Dividend Account 2015 and operating the same in the following manner: Signed by any two of the following Directors of the Company for any amount:Mr Shashi Shankar, Managing DirectorMr Hirendra Nath Jha, Director Mr Anurag Srivastava, Directorc. Severally authorize the following directors of the Company to close the bank account on distribution of equity dividend to Members of the Company, if there is no unclaimed and unpaid dividend in the accounti. Mr Shashi Shankar, Managing Directorii. Mr Hirendra Nath Jha, Directoriii. Mr Anurag Srivastava, Directord. severally authorize the following directors of the Company to take all necessary steps in this regard:i. Mr Shashi Shankar, Managing Directorii. Mr Hirendra Nath Jha, Directoriii. Mr Anurag Srivastava, Director(B)Transfer of Profits to Reserves

(1)As per the provisions of Section 123 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, any Company recommending Dividend is required to transfer a such percentage of current year profits to General Reserves as it may consider appropriate(2)Based on the decision of the Board, the following amount would be transferred to General ReservesDividendTransfer to Reserves

%ageAmount (in million)%ageAmount (in Rs)

251,50,4505%99,496

503,00,9005%99,496

1006,01,8005%99,496


Re: To consider appointment of Statutory Auditors for the FY 2015-16 at ensuing AGM

(1)M/s Sharp & Tannan, Chartered Accountants, had been appointed as Statutory Auditors of the Company for FY 2015. Their term of office would terminate on the date of forthcoming Annual General Meeting of the Company(2)For the purpose of further strengthening the Statutory Audit of the Company, it is proposed to appoint M/s ......................, Chartered Accountants, as Statutory Auditors for the Financial Year 2016(3)The Audit Fee for the last three years is as under:Amount in RsFY201320142015

Audit Fees 500005000050000

(4)The Board is requested to:(a)Consider and approve the appointment of ......................, Chartered Accountants, as Statutory Auditors of the Company for FY 2016 subject to approval of the Members of the Company at the ensuing Annual General Meeting(b)Determine the Audit Fees payable to the Statutory Auditors

ITEM NO. 11Memorandum:Re : To consider appointment of Tax Auditors for FY 2015-16

1.The accounts of the Company are required to be audited by a Practicing Chartered Accountant under Section 44AB of the Income Tax Act, 1961 and the report thereof is to be furnished along with the return of Income. M/s Sharp & Tannan, Chartered Accountants, had been appointed as Tax Auditors of the Company for FY 2015. (2)For the purpose of further strengthening the Tax Audit of the Company, it is proposed to appoint M/s ......................, Chartered Accountants, as Tax Auditors for the Financial Year 2015-2016.(3)The Tax Audit Fee for the last three years is as under:Amount in RsFY201320142015

Tax Audit Fees 187501875018750

(4)The Board is requested to:(a)Consider and approve the appointment of ......................, Chartered Accountants, as Tax Auditors of the Company for FY 2015-16.(b)Determine the Audit Fees payable to the Tax Auditors.

ITEM NO. 12Memorandum:Re: To consider appointment of Internal Auditors for FY 2015-16

(1) M/s U Narain & Co, Chartered Accountants, had been appointed as the Internal Auditors of the Company for FY 2014-15(2) The remuneration paid to Internal Auditors for the last three years is as under: (Amount in Rs) FY201320142015

Audit Fees 240002400024000

(3) The Board is requested to :(a) Consider and approve re-appointment of Internal Auditors for FY 2015-16(b)Determine the Audit Fees payable to the Internal Auditors

ITEM NO. 13Memorandum:Re: To take note of the Directors who retire by rotation at the ensuing Annual General Body Meeting of the Company

(1) In terms of Section 152 of the Companies Act, 2013 and articles of association one third of the Directors who are liable to retire by rotation, are required to retire at every Annual General Meeting (AGM) of the Company. Pursuant to the foregoing, out of the total number of Directors liable to retire by rotation, Ms Himani Pande, IAS and Mr. Dipankar Panda Director of the Company, are liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for re-appointment(2) The Board is requested to note the foregoing


Re: To propose appointment of Mr. Hirendra Nath Jha, Additional Director as Regular Director liable to retire by rotation

1) Mr Hirendra Nath Jha, has been nominated by IL&FS and is proposed to be appointed as an Additional Director in this meeting. 2) As per the provisions of Section 161 of the Companies Act, 2013, an Additional Director can hold his office as a Director upto the date of next Annual General Meeting.3) Accordingly, the office of Mr Hirendra Nath Jha, as an Additional Director will cease on the date of ensuing Annual General Meeting.4) The Company has received a notice under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of a Director.5) Therefore, it is proposed to consider the appointment of Mr Hirendra Nath Jha as Director liable to retire by rotation in the ensuing Annual General Meeting.6) The Board is requested to approve the foregoing.

ITEM NO. 15Memorandum:Re : To consider and approve the draft Directors Report and to authorize issuance thereof

1) The Board may be aware that a Directors Report is required to be circulated to the shareholders of the Company alongwith the notice for the Annual General Meeting. This report is prepared in accordance with section 134 (3) of the Companies Act, 2013. 2) The draft Directors Report as prescribed under section 134 (3) of the Companies Act, 2013 is enclosed herewith for the perusal and consideration of the Board of Directors3) The Board is requested to consider the draft Directors Report for the year ended March 2015 and, if deemed fit, pass the following resolution with or without modification:

RESOLVED THAT the draft Directors Report as per Section 134 (3) for the year ended March 31, 2015, as placed before the meeting, duly initialed by the Managing Director of the Company for the purpose of identification, be and is hereby approved and that the same be signed on behalf of the Board of Directors of the Company by any Two Directors out of which one shall be the Managing Director of the Company

ITEM NO. 16

Memorandum:

Re: To consider and approve the draft notice for convening 9th Annual General Meeting of the Company(1)The Board is informed that 9th Annual General Meeting of the Company is to be called on or before 30th September, 2015 and date and time of the Meeting may be fixed by the Board. (2)The Draft Notice of Annual General Meeting shall be tabled before the Board for its approval (Annexure III).(3)Accordingly, the following resolution is proposed to be passed:

RESOLVED THAT the Nineth Annual General Meeting of the members of the Company be held on __________, 2015 at _____ am/pm at the registered office of the Company at .., Ranchi 83400..

RESOLVED FURTHER THAT the draft notice calling the Annual General Meeting as placed before the meeting and initialed by the Managing Director for the purpose of identification be and is hereby approved and the Managing Director of the Company be and is hereby authorised to circulate the same among the members of the Company and also to others entitled to receive the notice


Re: Compliance Report for the quarter ended 31 March, 20151. The Compliance Report for the Quarter Ended March 31, 2015 is placed as Annexure IV for review of the Board.2. The Board is requested to review the same


Re: Annual Disclosure of Interest given by Directors(1) Pursuant to Section 184 of the Companies Act, 2013 the Company has received general notice of disclosure of interest for the financial year 2015-16 from most of the Directors. (2) The Directors who have not submitted their disclosure of interest are requested to please expedite submission of the same(3) The Board is requested to take note of the above


Re:Any other matter with the permission of the Chair

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